Elanco Animal Health Incorporated Announces Top Results of Tender Offer and Tender Cap Increase for 2023 Notes

GREENFIELD, Indiana, April 12, 2022–(BUSINESS WIRE)–Elanco Animal Health Incorporated (NYSE: ELAN) (“Elanco”) announced today that effective 5:00 p.m., New York City time, April 11, 2022 (the “Early Tender Time “), holders of approximately $406,391,000 in aggregate principal amount, or approximately 54.19% of the principal amount outstanding, of its 4.272% senior notes due 2023 (the “Notes” ) had tendered their Notes pursuant to Elanco’s previously announced tender offer (the “Offer”).

Elanco also announced today that it has increased the bidding cap from $250,000,000 in the aggregate principal amount of the Notes to $406,391,000 in the aggregate principal amount of the Notes (the “Bidding Cap”).

The full terms and conditions of the offer are detailed in Elanco’s offer to purchase, dated March 29, 2022. Elanco currently expects that on April 13, 2022, it will accept for payment, subject to the terms set forth in the purchase offer, all Bonds validly tendered no later than the Early Tender Time.

Upon Early Settlement, each Holder who has validly tendered Notes on or before the Early Tender Time will receive “Total Consideration” of $1,035 per $1,000 principal amount of Notes tendered, which includes “tender offer consideration” of $1,005 per $1,000 principal amount. Notes tendered and accepted for payment and the “Early Deposit Payment” of $30 per $1,000 principal amount of Notes tendered and accepted for payment. In addition, interest accrued up to, but not including, the date of payment of the Bonds will be paid in cash on all Bonds validly presented and accepted.

The Offer is scheduled to expire at 12:00 p.m., New York City time, on Monday, April 25, 2022, unless extended or terminated earlier (the “Expiration Time”), however Elanco does not anticipate accepting the Bonds tendered after the Bid Commencement of the bidding process. As the withdrawal deadline of 5:00 p.m. New York time on April 11, 2022 has expired, tendered tickets can no longer be withdrawn at any time, except to the extent Elanco is required by law to provide additional withdrawal rights. .

With the exception of the increase in the Tender Cap, all the conditions set out in the Offer to Purchase remain unchanged. If any of the conditions are not satisfied, Elanco may terminate the Offer and return the Deposited Securities that were not previously accepted. Elanco has the right to waive any of the foregoing conditions with respect to the Notes and complete the Offer. In addition, Elanco has the right, in its sole discretion, to terminate the Offer at any time, subject to applicable law.

Citigroup Global Markets Inc. (“Citi”) is acting as sole broker for the Offering. For more information on the terms of the Offer, please contact Citi at (800) 558-3745 (US toll-free) or 1 (347) 767-2785. Requests for documents may be directed to Global Bondholder Services Corporation, which is acting as depositary and information agent for the Offering, at (855)-654-2014 (toll free) or (212) 430- 3774 (in collect for banks and brokers).

Neither Elanco, nor the Dealer Manager, nor the Depositary and Information Agent is making any recommendation as to whether Holders should tender their Notes to the Offer, and no one has been authorized by any of them them to make such recommendations. Holders must make their own decisions as to whether to offer their Notes and, if so, the principal amount of Notes to be offered.

This press release does not constitute an offer to buy or a solicitation of an offer to sell Notes or other securities, and there will be no purchase of Notes in any state or jurisdiction in which such offer , solicitation or purchase would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offer is made solely by the offer to purchase dated March 29, 2022. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and does not constitute an offer, solicitation or sale in any jurisdiction. in which, or to any person to whom, such offer, solicitation or sale would be unlawful. Any offering of concurrently offered securities will only be made by means of a prospectus and/or a prospectus supplement.


Elanco Animal Health Incorporated (NYSE: ELAN) is a global animal health leader dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and companion animals, thus creating value for farmers, animal owners, veterinarians, stakeholders and society. a set. With nearly 70 years of experience in animal health, we are committed to helping our customers improve the health of the animals in their care, while having a meaningful impact on our local and global communities. At Elanco, we are guided by our vision of food and companionship that enrich lives and our Elanco Healthy Purpose™ sustainability/ESG framework – all to advance the health of animals, people and the planet. . Learn more at www.elanco.com.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act), relating to the cash tender offer for the Notes and advance acceptance of validly presented tickets. . Forward-looking statements are based on our current expectations and assumptions about our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Accordingly, our actual results may differ materially from those contemplated by the forward-looking statements.

For information about factors that could cause actual results to differ materially from forward-looking statements, please see Elanco’s latest Form 10-K and subsequent Forms 10-Q filed with the Securities and Exchange Commission. Although we have attempted to identify important risk factors, there may be other risk factors not currently known to us or that we currently believe are not material and which could cause actual results and developments differ materially from those indicated or implied by the forward-looking information. statements contained in this press release. If any of these risks materialize, or if any of the above assumptions underlying the forward-looking statements prove incorrect, actual results and developments may differ materially from those expressed or implied by the forward-looking statements contained in this press release. We caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements included elsewhere in this press release. Any forward-looking statements made by us in this press release speak only as of the date hereof. Factors or events that could cause our actual results to differ may arise from time to time and it is impossible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Comparisons of results for current and prior periods are not intended to express future trends or indications of future performance, unless specifically expressed as such, and should be considered historical data.

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Investor Contact: Kathryn Grissom (317) 273-9284 or [email protected]

Media contact: Colleen Parr Dekker (317) 989-7011 or [email protected]

Boyd S. Abbott